Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

President and CEO At Risk Compensation – FY17-SR1

Resolution of the ICANN Board

Topic:

President and CEO At Risk Compensation – FY17-SR1

Summary:

Board hereby approves a payment to the President and CEO for his FY17 SR1 at-risk compensation component as recommended by the Compensation Committee

Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY17 SR1 at-risk compensation payment.

Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY17 SR1 at-risk compensation component.

Resolved (2016.12.13.09), the Board hereby approves a payment to the President and CEO for his FY17 SR1 at-risk compensation component.

Rationale for Resolution:

When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. This same structure exists today. Consistent with all ICANN staff members, the President and CEO is to be evaluated against specific goals, which the President and CEO has set in coordination with the Compensation Committee.

Toward the end of FY17 SR1, which is a scoring period that normally runs from 16 May 2015 through 15 November 2015, but it began in this instance on 23 May 2016, the President and CEO provided to the Compensation Committee with his self-assessment of his achievements towards his goals for FY17 SR1 the measurement period. After seeking input from other Board members, the Compensation Committee reviewed with the President and CEO his FY17 SR1 goals and discussed his achievements against those goals. Following that discussion, the Compensation Committee recommended that the Board approve the President and CEO's at-risk compensation for the FY17 SR1 and the Board agrees with that recommendation.

While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY17 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

This is an Organizational Administrative Function that does not require public comment.